Uranga v. Geib

755 F.2d 421, 1985 U.S. App. LEXIS 28351
CourtCourt of Appeals for the Fifth Circuit
DecidedMarch 18, 1985
DocketNo. 84-1283
StatusPublished
Cited by3 cases

This text of 755 F.2d 421 (Uranga v. Geib) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Uranga v. Geib, 755 F.2d 421, 1985 U.S. App. LEXIS 28351 (5th Cir. 1985).

Opinion

ROBERT MADDEN HILL, Circuit Judge:

In the United States Bankruptcy Court, Joel Uranga proceeded against R. Ben Geib, alleging that Geib, through his partner O.E. Collier, fraudulently induced Ur-anga to convey stock in Paso Del Norte Oil Company (Paso). The bankruptcy court’s judgment in favor of Uranga was affirmed by the district court. Geib appeals. Since the bankruptcy court was without jurisdiction to resolve the controversy between Uranga and Geib, we conclude that this action must be dismissed.

I.

Until 1978 Uranga owned a portion of the stock of Paso, a supplier of refined petroleum products. Title to the remainder of the stock was held by certain trusts of which Uranga was trustee. Early in 1978, with Paso beginning to experience financial difficulty, Uranga began searching for prospective buyers of Paso. In mid-1978 Ur-anga was approached by Geib and his partner Collier. Sale to Geib and Collier of fifty-one percent of the stock followed and [423]*423Geib and Collier assumed full control of the company’s affairs.

Soon thereafter, on June 19, Collier presented Uranga and his wife with a draft agreement for the sale of Uranga’s remaining forty-nine percent interest to Geib and Collier. After a lengthy discussion in which Collier represented to the Urangas that the sale and consequent divorce of Uranga’s name from the business was necessary to salvage the company and regain a viable relationship with creditors, the Ur-angas signed the agreement. Uranga alleges that Collier also promised that the transaction would be nullified, and the stock returned, within ninety days — after the salutary effects of the transaction had been garnered. This promise, however, was not reduced to writing.

In November 1978 Paso entered bankruptcy proceedings under chapter XI of the Bankruptcy Act of 1898 (the Act). 11 U.S. C.A. § 1 et seq. (1966). In January 1980 a Plan of Arrangement (the Plan) was filed which proposed the classification and settlement of Paso’s debts and the conveyance of the company to James L. Ikard. The conveyance was to be accomplished by the outright sale of 10% of the stock to Ikard from Geib and the redemption by the company itself of the other 90% held by Geib.1

On January 29, Uranga filed an objection to the Plan contending he was entitled to a forty-nine percent ownership in the debtor company. The next day two important events took place. First, the Plan was confirmed by the bankruptcy court and all of Paso’s assets were restored to its possession free of all claims, liens and encumbrances. See 11 U.S.C.A. § 110(i) (1953). However, pursuant to § 369 of the Act, 11 U.S.C.A. § 769 (1970), the court retained jurisdiction over the claims affected by the Plan. The order confirming the Plan provided that the court would retain jurisdiction over the stock ownership dispute between Uranga and Geib. Second, a stipulation between Uranga, Geib, Ikard and Paso was filed with the bankruptcy court. The stipulation provided that the sale to Ikard of the Paso stock would proceed according to the Plan, that Uranga would make no claim to the stock thus sold, that Uranga and Geib would submit their dispute as to the ownership of the stock to the bankruptcy court for resolution at a later date, that Uranga would look solely to the proceeds of the redemption and sale to Ikard of Geib’s stock for satisfaction of his claim, and that neither Ikard nor Paso would be made parties to proceedings involving the dispute.

On January 31, the sale to Ikard and the redemption were consummated by a resolution of Paso’s board of directors. As consideration, Geib received $45,000 in cash and promissory notes for the remainder of the $248,400 purchase price agreed upon for the redemption and sale. The entire amount has since been paid to Geib.

After trial of the stock ownership dispute in September 1980, the bankruptcy court, based on its findings of fact and conclusions of law, set aside the conveyance of Uranga’s 49% interest and entered judgment in his favor for, in effect, 49% of the proceeds of the sale to Ikard. The district court, rejecting Geib’s challenge to its jurisdiction, affirmed the bankruptcy court’s judgment in a memorandum opinion and order.

II.

The question presented is whether the bankruptcy court had jurisdiction to determine the legal effect of an agreement transferring approximately one half the stock of the debtor corporation, which agreement was executed and performed before the debtor entered bankruptcy.

Chapter XI of the Act established a statutory procedure for the voluntary reorganization of a debtor, which is accomplished by arranging its debts for relief to unsecured creditors.2 Bankruptcy courts [424]*424are courts of limited jurisdiction, however, “whose power to act must be found expressly or impliedly in the Bankruptcy Act.” First State Bank and Trust Co. v. Sand Springs State Bank, 528 F.2d 350, 353 (10th Cir.1976). Various matters over which the bankruptcy courts have jurisdiction are set out in § 2 of the Act. 11 U.S.C.A. § 11. More to the point, the jurisdiction of the court is limited, in § 311 of the Act, to the “debtor and his property, wherever located.” 11 U.S.C.A. § 711 (1970). Jurisdiction attaches, if at all, at the time the chapter XI petition is filed. Thummess v. Von Hoffman, 109 F.2d 291, 293 (3rd Cir.1940); McKesson & Robbins v. Morris Travis Drugs Co., 106 F.2d 681, 681 (6th Cir.1939). A court of bankruptcy has no power to entertain collateral disputes between third parties that do not involve the bankrupt or its property, see In re Shirley Duke Associates, 611 F.2d 15, 18 (2nd Cir.1979); First State Bank and Trust Co., 528 F.2d at 353-54, nor may it exercise jurisdiction over a private controversy which does not relate to matters pertaining to bankruptcy. Associated Electronic Supply Co. v. C.B.S. Electronic Sales Corp., 288 F.2d 683, 684 (8th Cir. 1961).

The dispute between Uranga and Geib, who were third parties in relation to the Paso chapter XI proceeding, involved questions of common law fraud. The sole issue before the bankruptcy court was whether, under the law of Texas, Geib and Collier fraudulently induced Uranga to sell the remaining forty-nine percent of the Paso stock. Ownership of the debtor’s stock as between third parties being the sole issue in dispute, the bankruptcy court lacked jurisdiction to resolve the dispute since neither the debtor nor its property was involved.

It is widely recognized, and we have previously held, that a corporation, even if a debtor in bankruptcy, has no property interest in the shares of its stock owned by shareholders. In re Texas Consumer Finance Corp., 480 F.2d 1261, 1266 (5th Cir. 1973); see also In re Journal-News Corp., 193 F.2d 492, 492 (2nd Cir.1951). In

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755 F.2d 421, 1985 U.S. App. LEXIS 28351, Counsel Stack Legal Research, https://law.counselstack.com/opinion/uranga-v-geib-ca5-1985.